Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between Wayden, Inc. (“Wayden,” “we,” “us,” or “our”) and the licensed insurance agency, brokerage, or other entity (“Agency,” “you,” or “your”) accessing or using the Wayden platform and associated AI agent services (collectively, the “Service”).

By clicking “I Agree,” executing an Order Form, or otherwise accessing or using the Service, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are agreeing on behalf of an entity, you represent and warrant that you have authority to bind that entity. If you do not agree, do not access or use the Service.

Wayden reserves the right to modify these Terms at any time. Material changes will be communicated via email to the account administrator at least thirty (30) days prior to the effective date. Continued use of the Service after the effective date of changes constitutes acceptance of the revised Terms.

2. Description of Service

Wayden provides a cloud-based AI agent platform designed for licensed insurance agencies and brokerages operating in the United States commercial lines market. The Service currently includes, without limitation, the following components:

• Submission Agent: Automated processing, triage, and routing of insurance submissions, including ACORD form parsing, data extraction, and carrier matching workflows.
• Voice Agent: AI-powered inbound and outbound voice call handling for client intake, renewal follow-up, and operational communications, subject to applicable TCPA and state telemarketing regulations.
• Operations Agent: Workflow automation for renewals, follow-ups, document preparation, and internal operational tasks within the Agency’s management systems.
• Agent Dashboard: A web-based interface for configuring, monitoring, auditing, and managing AI agents, including approval workflows and performance analytics.
• Data Integrations: Connectors to Agency Management Systems (“AMS”), carrier portals, and third-party data sources, as specified in your Order Form.

Wayden may modify, update, or discontinue any feature or component of the Service upon reasonable notice. Features described in marketing materials are subject to availability and may require additional configuration or fees.

3. Eligibility and Account Requirements

3.1 Eligibility

The Service is available exclusively to (a) licensed insurance agencies and brokerages holding valid licenses in the jurisdictions where they operate; (b) entities that are legally authorized to bind insurance or place commercial lines risks; and (c) businesses with a legitimate operational need for insurance workflow automation. Wayden reserves the right to verify licensure status and deny access to any entity that fails to meet eligibility requirements.

3.2 Registration

To access the Service, you must register for an account and provide accurate, complete, and current information including your agency name, principal place of business, state insurance license numbers, and designated account administrator contact information. You are responsible for maintaining the accuracy of this information and for all activities that occur under your account. You must promptly notify Wayden of any unauthorized access or security breach.

3.3 Age and Authorization

All users of the Service must be at least 18 years of age and must be authorized employees or contractors of the registered Agency. You are responsible for ensuring that all users comply with these Terms.

4. License and Permitted Use

4.1 License Grant

Subject to your compliance with these Terms and timely payment of all applicable fees, Wayden grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the subscription term solely for your Agency’s internal business operations in connection with licensed insurance activities.

4.2 Permitted Use

Permitted uses include:

• Processing and managing insurance submissions for commercial lines clients;
• Automating operational workflows within your licensed agency business;
• Conducting voice communications with clients and prospects in compliance with applicable law;
• Integrating the Service with your Agency’s AMS and other approved business systems;
• Training authorized personnel on Service functionality.

4.3 Restrictions

You agree not to, and not to permit others to:

• Sublicense, resell, rent, lease, or otherwise transfer access to the Service to any third party without Wayden’s prior written consent;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of the Service;
• Use the Service to build a competing product or service;
• Remove or alter any proprietary notices or labels on the Service;
• Use the Service in violation of any applicable law, including insurance regulations, privacy laws, or telemarketing statutes;
• Permit any AI agent to make final coverage determinations, bind insurance, execute policy endorsements, or provide licensed insurance advice without licensed human review;
• Use the Service to process data outside the scope of your licensed insurance activities;
• Attempt to gain unauthorized access to any portion of the Service or Wayden’s infrastructure.

5. AI Agent Capabilities and Critical Limitations

5.1 What AI Agents Do

Wayden’s AI agents are designed to assist licensed insurance professionals by automating administrative and operational tasks. Agents may parse documents, extract structured data, draft communications, route submissions, schedule follow-ups, and perform other workflow automation functions as described in the applicable service documentation.

5.2 Absolute AI Red Lines

Wayden’s AI agents are expressly prohibited from, and are not designed or represented as being capable of, the following actions without explicit licensed human review and approval:

• Binding coverage or issuing certificates of insurance on behalf of any carrier;
• Providing licensed insurance advice, coverage recommendations, or risk assessments that constitute the practice of insurance;
• Executing or modifying policy endorsements, riders, or cancellations;
• Making final underwriting decisions on behalf of any carrier or MGA;
• Representing to any client or prospect that an AI system is a licensed insurance professional;
• Processing claims or making claims coverage determinations;
• Accessing or transmitting personally identifiable information in violation of applicable privacy laws.

5.3 Human-in-the-Loop

You acknowledge and agree that all consequential insurance actions — including but not limited to binding, coverage changes, client-facing coverage communications, and underwriting decisions — require review and approval by a licensed insurance professional employed by or contracted with your Agency. The Service provides configurable approval workflows for this purpose, and you are responsible for ensuring those workflows are properly configured and consistently enforced.

5.4 Accuracy Disclaimer

AI agents may produce errors, omissions, or outputs that are incomplete or incorrect. The Service is not a substitute for professional insurance judgment. You are solely responsible for reviewing, verifying, and approving all AI-generated outputs before relying on them for any insurance or business purpose. Wayden makes no warranty regarding the accuracy, completeness, or fitness of any AI-generated output.

6. Compliance Obligations

6.1 Agency Responsibilities

You are solely responsible for:

• Maintaining all required insurance licenses and regulatory authorizations in all jurisdictions where you operate;
• Ensuring your use of the Service complies with all applicable state and federal insurance laws and regulations, including but not limited to state insurance codes, NAIC model regulations, and Department of Insurance guidance regarding AI use in insurance;
• Obtaining all required consents from clients and prospects prior to recording calls, processing personal data, or initiating automated communications via the Voice Agent;
• Complying with the Telephone Consumer Protection Act (“TCPA”), state telemarketing laws, and any do-not-call registry requirements;
• Ensuring your use of AI agents does not constitute unlicensed insurance activity under applicable law;
• Maintaining adequate Errors & Omissions (“E&O”) insurance coverage appropriate to your agency operations, including AI-assisted workflows.

6.2 Wayden Infrastructure

Wayden will maintain reasonable security controls, audit logging, and data handling practices as described in its Security Documentation. Wayden will provide reasonably available documentation to assist your compliance efforts but does not assume responsibility for your regulatory compliance.

6.3 E&O Documentation

The Service’s audit log and approval workflow features are designed to support, but do not guarantee, adequate E&O documentation. You are responsible for maintaining documentation practices that meet the requirements of your E&O carrier and applicable regulations.

7. Data and Privacy

7.1 Data Processing Agreement

To the extent Wayden processes personal information on your behalf in connection with the Service, the parties agree to comply with the terms of Wayden’s Data Processing Addendum (“DPA”), which is incorporated into these Terms by reference and available at wayden.ai/legal/dpa. The DPA governs Wayden’s processing of personal data as a processor on behalf of your Agency as controller.

7.2 Data Ownership

As between the parties, you retain all right, title, and interest in and to your Agency data, including client data, submission data, and any data you upload to or generate through the Service (“Agency Data”). Wayden acquires no ownership rights in Agency Data.

7.3 License to Process Agency Data

You grant Wayden a limited, non-exclusive license to access, process, and use Agency Data solely as necessary to provide and improve the Service, perform our obligations under these Terms, and comply with applicable law. This license terminates upon expiration or termination of your subscription, subject to our data retention obligations.

7.4 No AI Training on Customer Data

Wayden will not use your Agency Data — including submission data, client records, voice recordings, or any other non-public information — to train, fine-tune, or improve foundation AI models for use by other customers or for Wayden’s general commercial purposes. Any aggregate or anonymized analytics derived from Service usage will be processed in accordance with our Privacy Policy and will not be attributable to your Agency.

7.5 Security

Wayden implements and maintains commercially reasonable technical and organizational security measures designed to protect Agency Data against unauthorized access, disclosure, alteration, or destruction. These measures are described in Wayden’s Security Documentation. You are responsible for maintaining the security of your account credentials and for the security of data on your own systems and networks.

7.6 AMS Integration

When you connect the Service to your Agency Management System or other third-party systems, you represent that you have the necessary rights and authorizations to share the data processed through those integrations with Wayden. You are responsible for the security and compliance of your AMS and third-party system configurations.

8. Fees and Payment

Fees for the Service are set forth in the applicable Order Form. Unless otherwise specified, fees are due and payable monthly in advance. All fees are non-refundable except as expressly provided in these Terms or your Order Form.

Wayden reserves the right to modify pricing upon sixty (60) days written notice prior to the start of a new subscription period. If you do not accept the new pricing, you may terminate your subscription before the new pricing takes effect.

Overdue amounts are subject to interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). You are responsible for all taxes, levies, or duties imposed by taxing authorities in connection with your use of the Service, excluding taxes on Wayden’s income.

Wayden may suspend access to the Service upon five (5) business days’ notice for non-payment of undisputed amounts. If you dispute any charge, you must notify Wayden in writing within thirty (30) days of the invoice date.

9. Term and Termination

9.1 Term

These Terms commence on the date you first accept them or execute an Order Form and continue for the subscription term specified in your Order Form. Unless otherwise specified, subscriptions renew automatically for successive periods equal to the initial term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

9.2 Termination for Cause

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice (or ten (10) days in the case of payment failures). Wayden may terminate or suspend your access immediately, without notice, if you violate Section 4.3 (Restrictions), Section 5.2 (AI Red Lines), or any applicable law or regulation.

9.3 Effect of Termination

Upon termination or expiration of your subscription: (a) the license granted under Section 4.1 will terminate; (b) you must cease all use of the Service; (c) Wayden will make your Agency Data available for export for thirty (30) days following the termination date, after which Wayden will delete Agency Data in accordance with its data retention schedule; and (d) all accrued payment obligations will survive termination.

9.4 Survival

Sections 7 (Data and Privacy), 10 (Intellectual Property), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 15 (Governing Law), and 16 (General Provisions) will survive the expiration or termination of these Terms.

10. Intellectual Property

10.1 Wayden Ownership

Wayden retains all right, title, and interest in and to the Service, including all software, AI models, algorithms, interfaces, documentation, and any improvements, modifications, or derivative works thereof. Nothing in these Terms transfers any ownership interest in the Service to you.

10.2 Feedback

If you provide Wayden with feedback, suggestions, or ideas regarding the Service (“Feedback”), you grant Wayden a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and incorporate such Feedback into the Service or other products without any obligation or compensation to you.

10.3 Trademarks

“Wayden” and associated logos and marks are trademarks of Wayden, Inc. You may not use Wayden’s trademarks without prior written consent except as expressly permitted in writing.

11. Disclaimers

11.1 No Insurance or Legal Advice

11.2 Service Warranty Disclaimer

11.3 AI Output Disclaimer

12. Limitation of Liability

13. Indemnification

You agree to indemnify, defend, and hold harmless Wayden, its affiliates, directors, officers, employees, contractors, and agents (“Wayden Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of the Service in violation of these Terms or applicable law;
• Your Agency’s insurance activities, including any errors, omissions, or professional liability claims arising from your licensed operations;
• Your failure to obtain required regulatory approvals, client consents, or to comply with TCPA, state privacy laws, or insurance regulations;
• Any claim by a third party arising from AI outputs that were acted upon without the required human-in-the-loop review;
• Your Agency Data, including any claim that Agency Data infringes or misappropriates the intellectual property or privacy rights of any third party;
• Any misrepresentation you make to Wayden or to your clients regarding the nature or capabilities of the Service.

Wayden reserves the right to assume exclusive control of any matter subject to indemnification, in which case you agree to cooperate with Wayden’s defense. You may not settle any claim that imposes obligations on Wayden without Wayden’s prior written consent.

14. Insurance-Specific Compliance Representations

By using the Service, you represent and warrant on an ongoing basis that:

• Your Agency holds all required insurance licenses and is in good standing with all applicable state insurance regulators;
• You will not use AI agents as a substitute for licensed insurance professionals in any capacity that requires licensure under applicable law;
• You have reviewed and are aware of any guidance issued by applicable state Departments of Insurance regarding the use of artificial intelligence in insurance operations;
• You will maintain procedures to monitor AI agent outputs for accuracy, bias, and compliance with applicable insurance laws and regulations, including any requirements under the NAIC AI Model Bulletin or Colorado AI Act as applicable to your operations;
• You will provide required disclosures to clients and prospects regarding the use of automated systems and AI in your agency’s operations to the extent required by applicable law;
• Your use of voice recordings and automated dialing features complies with all applicable TCPA requirements, including prior express written consent where required.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles, except to the extent that federal law applies.

15.2 Informal Resolution

Before initiating formal dispute resolution proceedings, the parties agree to attempt in good faith to resolve any dispute arising from or relating to these Terms through informal negotiation. Either party may initiate informal resolution by providing written notice to the other party describing the nature of the dispute and the relief sought. The parties will meet and confer within fifteen (15) business days of such notice.

15.3 Binding Arbitration

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, except as set forth in Section 15.4. Arbitration will be conducted by a single arbitrator. The arbitration will be conducted in English and, unless otherwise agreed, in the State of Delaware. The arbitrator’s decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.4 Exceptions to Arbitration

Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm, including for misappropriation of trade secrets or intellectual property. Such action does not waive the right to arbitrate the underlying dispute.

15.5 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable, the arbitration clause will not apply to that claim.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any applicable Order Form, the Privacy Policy, and the DPA, constitute the entire agreement between the parties regarding the Service and supersede all prior and contemporaneous agreements, representations, or understandings, whether written or oral.

16.2 Order of Precedence

In the event of a conflict, the Order Form controls over these Terms; these Terms control over the Privacy Policy for matters relating to subscription and licensing.

16.3 Severability

If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

16.4 Waiver

No failure or delay by either party to exercise any right under these Terms constitutes a waiver of that right. No waiver of any breach constitutes a waiver of any subsequent breach.

16.5 Assignment

You may not assign or transfer these Terms or your rights under them without Wayden’s prior written consent. Wayden may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

16.6 Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including acts of God, government action, natural disasters, internet outages, or third-party service failures. The affected party will provide prompt written notice and use commercially reasonable efforts to resume performance.

16.7 Notices

All notices required or permitted under these Terms must be in writing and will be deemed delivered when sent by email to Wayden at legal@wayden.ai (with confirmation of receipt), or when sent by registered mail to Wayden, Inc., at its principal offices. Wayden will send notices to the account administrator email address on file.